Procedures Upon Dissolution. Upon dissolution of the Company, the Company shall be terminated, and the Managers, or if there are no Managers, such other Person(s) appointed in accordance with applicable law to wind up the Company’s affairs (the “Liquidator(s)”) shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as to not involve undue sacrifice., The proceeds of liquidation shall be applied and distributed in the following order of priority: (a) first, to the payment of the debts and liabilities of the Company (other than any loans or advances made by any of the Members to the Company) and the expenses of liquidation; (b) second, to the creation of any reserves that the Liquidator(s) deem(s) reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the arising out of or in connection with the business and operation of the Company; (c) third, to the payment of any loans or advances made by any of the Members to the Company; and thereafter, to the Members and the Managers in accordance with their respective distribution priorities set forth in, and after making all allocations required by this Agreement. Certificate of Dissolution . Within ninety (90) days following the dissolution and commencement of winding up of the Company, or if at any time there are no Members, certificate of dissolution shall be filed with the Secretary of State of Nevada pursuant to the NLLC.
Appears in 1 contract
Sources: Operating Agreement (NewBridge Global Ventures, Inc.)
Procedures Upon Dissolution. Upon dissolution of the Company, the Company shall be terminated, and the Managers, or if there are no Managers, such other Person(s) appointed in accordance with applicable law to wind up the Company’s affairs (the “Liquidator(s)”) shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as to not involve undue sacrifice., The proceeds of liquidation shall be applied and distributed in the following order of priority:
(a) first, to the payment of the debts and liabilities of the Company (other than any loans or advances made by any of the Members to the Company) and the expenses of liquidation;
(b) second, to the creation of any reserves that the Liquidator(s) deem(s) reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the arising out of or in connection with the business and operation of the Company;
(c) third, to the payment of any loans or advances made by any of the Members to the Company; and thereafter, to the Members and the Managers in accordance with their respective distribution priorities set forth in, and after making all allocations required by this Agreement. Certificate of Dissolution . Within ninety (90) days following the dissolution and commencement of winding up of the Company, or if at any time there are no Members, certificate of dissolution shall be filed with the Secretary of State of Nevada pursuant to the NLLCOregon.
Appears in 1 contract
Sources: Operating Agreement (NewBridge Global Ventures, Inc.)